EX-10.1






INDEMNIFICATION AGREEMENT




This Indemnification Agreement (hereinafter this “Agreement”) is made as of
           , 20       by and between VCG Holding Corp., a Colorado corporation (the
“Company”), and        (hereinafter the “Indemnitee”).



WHEREAS, the Company is aware that competent and experienced persons are increasingly
reluctant to serve as officers or directors of corporations unless they are protected by
comprehensive polices of insurance and/or indemnification, due to the number of lawsuits against
such corporations and their officers and directors, the attendant expense of defending against such
lawsuits, the exposure of such officers and directors to unreasonably high damages and due to the
fact that the exposure frequently bears no reasonable relationship to the compensation of such
officers and directors;



WHEREAS, present laws and interpretations are often difficult to apply, ambiguous or
conflicting, and as a result, are not always sufficiently certain to provide such officers and
directors with adequate, reliable knowledge of the legal risks to which they might be exposed or
information regarding the proper course of action to take;



WHEREAS, the Company believes that it is unreasonable for its officers and directors to assume
the risk of judgments and other expenses which may occur in cases in which the officer or director
received no personal benefit or was not culpable and the Company has concluded that protecting its
officers and directors against such risks helps to attract the most capable persons to such
positions;



WHEREAS, the Company desires to have Indemnitee serve or continue to serve as an officer
and/or director of the Company free from undue concern for damages by reason of Indemnitee being an
officer and/or director of the Company or by reason of his or her decisions or actions on its
behalf; and



WHEREAS, to induce Indemnitee to serve or continue to serve as an officer and/or director of
the Company, based on their experience as business managers, the Board of Directors of the Company
(the “Board”) has determined to grant to Indemnitee, as and to the extent permitted by Article 109
of the Colorado Business Corporation Act (the “CBCA”), rights to indemnification and
advancement of expenses as provided herein, whether or not expressly provided in the Articles of
Incorporation or the Bylaws of the Company or other provisions of the CBCA and has further
concluded that the failure to provide such contractual indemnification could result in harm to the
Company and the Company’s shareholders.



NOW, THEREFORE, in consideration of Indemnitee’s service as an officer and/or director of the
Company after the date hereof, the sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:



Section 1. Indemnification.




(a) The Company shall hold harmless and indemnify Indemnitee against all “liability” as
defined in CBCA Section 7-109-101(4) (collectively, “Liabilities”) actually incurred
by Indemnitee in connection with any “proceeding” as defined in CBCA Section 7-109-101(7) (a
“Proceeding”), to which Indemnitee was or is a party or is threatened to be made a
party by reason of the fact that Indemnitee is or was an officer or director of the Company,
or is or was serving at the request of the Company as a director, officer, associate,
employee, fiduciary, manager, member, partner, promoter, trustee or similar position with
another corporation, partnership, joint venture, trust, employee benefit plan or other
entity, to the fullest extent permitted by Colorado law; provided, however, that the Company
shall not be required to indemnify Indemnitee in connection with any Proceeding (or part
thereof) initiated by Indemnitee (excluding compulsory counterclaims and affirmative
defenses) unless such indemnification is expressly required to be made by law or such
indemnification is determined to be permissible and authorized in the manner contemplated in
Section 1(b) of this Agreement.




(b) The Company shall indemnify its officers or directors in connection with any
Proceeding if (i) such indemnification is expressly required to be made by law or (ii) after
a determination has been made that the officer or director has met the standard of conduct
required by CBCA Section 7-109-102 and that such indemnification is permissible. Pursuant
to Section 1(b)(ii), the Company shall indemnify the Indemnitee if: (A) such indemnification
was determined to be permissible and authorized by a majority of the Company’s directors
present at a meeting at which a quorum is present, and only those directors not parties to
the proceeding shall be counted in satisfying the quorum; (B) if a quorum cannot be
obtained, such indemnification was determined to be permissible and authorized by a majority
vote of a committee of the Board designated by the Board, which committee shall consist of
two or more directors not parties to the proceeding; except that directors who are parties
to the proceeding may participate in the designation of directors for the committee; or (C)
if a quorum cannot be obtained in accordance with Section 1(b)(ii)(A) of this Agreement and
a committee cannot be established under Section 1(b)(ii)(B) of this Agreement, such
indemnification was determined to be permissible by independent legal counsel selected by a
majority vote of the full Board with authorization of such indemnification being made by the
body that selected such counsel, or such indemnification was determined to be permissible
and authorized by the shareholders.




(c) Indemnitee shall provide written notice (a “Claim Notice”) to the Company
as promptly as reasonably practicable after receiving notice of any Proceeding initiated by
a third party that may give rise to a claim for indemnification hereunder. Following its
receipt of the Claim Notice, the Company shall be entitled to assume the defense of such
Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably
withheld, conditioned or delayed upon the delivery to Indemnitee of written notice of its
election to do so within 20 days of its receipt of the Claim Notice. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel by the
Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided
that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such
Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee
is authorized by the Company, (B) Indemnitee shall have reasonably concluded that there is a
conflict of interest between the Company and  Indemnitee in the conduct of any such defense
or that there is a conflict of interest between Indemnitee and any other Indemnitee for whom
the Company has retained the same counsel, in the conduct of any such defense, or (C) the
Company shall not continue to retain such counsel to defend such Proceeding, then the
reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.




(d) If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the Liabilities actually and reasonably incurred by
Indemnitee in a Proceeding, but not, however, for the total amount thereof, the Company
shall indemnify Indemnitee for the portion of such Liabilities to which Indemnitee is
entitled.



Section 2. Advancement of Expenses.




(a) Reasonable expenses (including attorneys’ fees) incurred by or on behalf of
Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final
disposition of such Proceeding upon (i) receipt of a written affirmation as contemplated by
CBCA Section 7-109-104(1)(a) (a “Written Affirmation”), (ii) receipt of an
undertaking by or on behalf of Indemnitee to repay such amount if, and to the extent, it
shall ultimately be determined that Indemnitee is not entitled to be indemnified (as
contemplated by CBCA Section 7-109-104(1)(b)) by the Company as provided for under CBCA
Section 7-109-106 or by a final judicial decision from which there is no further right to
appeal, as applicable (an “Undertaking”), and (iii) a determination is made that the
expenses may be advanced under CBCA Section 7-109-104(1)(c), which determination shall be
made no later than 30 days after the Company’s receipt of the Written Affirmation and
Undertaking. No security shall be required in connection with any Undertaking and any
Undertaking shall be accepted without reference to Indemnitee’s ability to repay.




(b) Notwithstanding any provision to the contrary in Section 2(a) above, the Company
shall not be required to advance such expenses to Indemnitee in connection with any
Proceeding (excluding compulsory counterclaims and affirmative defenses) initiated by
Indemnitee, unless such advancement is specifically approved in the manner contemplated in
Section 1(b)(ii), 1(b)(iii) and 1(b)(iv) of this Agreement.



Section 3. Right of Indemnitee to Enforce Indemnification and Advancement Obligations;
Presumptions.




(a) If a claim under Section 1 of this Agreement is not paid in full by the Company
within 45 days after a written claim for indemnification setting forth the amounts of
indemnification claimed with reasonable documentation thereof has been received by the
Company or a claim under Section 2 of this Agreement is not paid in full by the Company
within 45 days after a written claim for advancement of expenses has been received by the
Company together with a Written Affirmation and an Undertaking, Indemnitee shall be entitled
at any time thereafter to bring suit against the Company to recover the unpaid amount of any
such claim, provided in each case that the written claim satisfies any applicable
requirements under the CBCA and the Company’s Articles of Incorporation. If successful in
whole or in part in any such suit, or in a suit brought by the Company seeking to recover a
prior advancement of expenses to Indemnitee, Indemnitee shall be entitled additionally to be
paid, and to seek as an award in connection with any such suit, the reasonable costs and
expenses (including attorneys’ fees) incurred by Indemnitee in prosecuting or defending such
suit.




(b) In making a determination with respect to entitlement to indemnification or
advancement of expenses hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification and advancement under this
Agreement if Indemnitee has submitted a Claim Notice in accordance with Section 1 of this
Agreement or a Written Affirmation and Undertaking in accordance with Section 2 of this
Agreement, as the case may be, and the Company shall have the burden of proof in overcoming
such presumption. Neither the failure of the Company (including its Board (or a committee
thereof), independent legal counsel, or its stockholders) to have made a determination prior
to the commencement of the suit as to whether indemnification or advancement of Indemnitee
is proper in the circumstances because the Indemnitee has met any applicable standard of
conduct set forth in Colorado law, nor an actual determination by the Company (including its
Board (or a committee thereof), independent legal counsel, or its stockholders) that
Indemnitee has not met any such applicable standard of conduct, shall be a defense to the
suit or create a presumption for purposes of such suit that the Indemnitee has not met any
applicable standard of conduct.




(c) If the person, persons or entity empowered or selected to determine whether
Indemnitee is entitled to indemnification or advancement shall not have made a determination
within 30 days after receipt by the Company therefor, the requisite determination of
entitlement to indemnification or advancement shall be deemed to have been made and
Indemnitee shall be entitled to such indemnification or advancement, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for
indemnification or advancement, or (ii) a prohibition of such indemnification or advancement
under applicable law; provided, however, that such 30-day period may be extended for a
reasonable time, not to exceed an additional 5 days, if the person, persons or entity making
the determination with respect to entitlement to indemnification or advancement in good
faith requires such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.



Section 4.   Settlement. The Company shall have no obligation to indemnify Indemnitee
under this Agreement for any amounts paid by or on behalf of Indemnitee in settlement of any
Proceeding effected without the Company’s prior written consent. The Company shall not settle any
claim in any manner that would impose any fine, penalty, obligation or limitation on Indemnitee
without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably
withhold, condition or delay their consent to any proposed settlement.



Section 5. Rights not Exclusive; Additional Indemnification Rights.




(a) The rights provided herein shall not be deemed exclusive of any other rights that
Indemnitee may have or hereafter acquire under any statute, provision of the Company’s
Article of Incorporation or Bylaws, agreement, directors’ and officers’ liability insurance
policy, vote of stockholders or disinterested directors, or otherwise, both as to action in
Indemnitee’s official capacity and as to action in any other capacity while holding such
office.




(b) The right to be indemnified or to receive advancement of expenses under this
Agreement is and is intended to be retroactive and shall be available as to events occurring
prior to the date of this Agreement.




(c) In the event of any change after the date of this Agreement in any applicable law,
statute or rule which expands the right of a Colorado corporation to indemnify a member of
its Board or an officer, employee, agent or fiduciary, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change. In the event of any change in any applicable law, statute or rule which narrows the
right of a Colorado corporation to indemnify a member of its Board or an officer, employee,
agent or fiduciary, such change, to the extent not otherwise required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement or the
parties’ rights and obligations hereunder.



Section 6. Consideration. The Company expressly confirms and agrees that it has
entered into this Agreement and has assumed the obligations imposed on the Company hereby in order
to induce Indemnitee to continue as an officer and/or director of the Company, and acknowledges
that Indemnitee is relying upon this Agreement in continuing in such capacity. The Indemnitee
agrees to serve as an officer and/or director of the Company, so long as Indemnitee is duly
appointed and elected and qualified in accordance with the applicable provisions of the Bylaws of
the Company, or until such time as Indemnitee tenders his or her resignation in writing; provided,
however, that nothing contained in this Agreement is intended to create any right to continued
service or employment by Indemnitee.



Section 7. Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Company effectively to bring suit to enforce such rights.



Section 8. Contribution. If it is established that Indemnitee has the right to be
indemnified under this Agreement in respect of any claim, but that right is unenforceable by reason
of applicable law or public policy, then, to the fullest extent applicable law permits, the
Company, in lieu of indemnifying or causing the indemnification of Indemnitee under this Agreement,
shall contribute to the amount Indemnitee has incurred, in connection with that Proceeding, in such
proportion as is deemed fair and reasonable in light of all the circumstances of that Proceeding in
order to reflect:




(a) the relative benefits Indemnitee and the Company have received as a result of the
event(s) or transaction(s) giving rise to that Proceeding; or




(b) the relative fault of Indemnitee and of the Company and its other functionaries in
connection with those event(s) or transaction(s).



Section 9. Severability. In the event that a court shall determine that any provision
of this Agreement requires the Company to do or to fail to do an act in violation of applicable
law, such provision shall be limited or modified in its application to the minimum extent necessary
to avoid a violation of law, and, as so limited or modified, such provision and the balance of this
Agreement shall be enforceable in accordance with their respective terms.



Section 10. Choice of Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado without respect to the choice of law
provisions thereof.



Section 11. Consent to Jurisdiction. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Colorado for all purposes in
connection with any action, suit or proceeding which arises out of or relates to this Agreement and
agree that any action instituted under this Agreement shall be brought only in the state or federal
courts of such state.



Section 12. Binding Effect; Successors and Assigns. This Agreement shall be binding
upon Indemnitee and upon the Company, its successors and assigns. The rights conferred by this
Agreement shall continue during the time Indemnitee is an officer or director of the Company and
thereafter so long as Indemnitee shall be subject to any possible claim, or threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal, arbitrational, administrative or
investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein
and shall inure to the benefit of Indemnitee, Indemnitee’s heirs, personal representatives and
assigns and to the benefit of the Company, its successors and assigns.



Section 13. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless made in writing signed by both of the
parties hereto.



Section 14. Notices. Any notice or other communication required or permitted to be
given or made to the Company or Indemnitee pursuant to this Agreement shall be in writing, and
shall be addressed, if to Indemnitee, at Indemnitee’s address as set forth beneath Indemnitee’s
signature to this Agreement and if to the Company, at the address of its principal corporate
offices (Attention: Secretary) or at such other address as a party may designate by 10 days’
advance written notice to the other party hereto.



Section 15. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original.



IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement on and as of the
day and year first above written.



	 
	VCG HOLDING CORP.

	By:

	INDEMNITEE







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Schedule of Agreements with Current Directors and Executive Officers




	 	 	 	 	 
	Name

	 	 
	 	Date of Agreement
	
 
	 	 	 	 
	Troy Lowrie

	 	 	 	12/16/09
	Micheal Ocello

	 	 
	 	12/16/09
	Courtney Cowgill

	 	 
	 	12/16/09
	Martin Grusin

	 	 
	 	12/16/09
	Robert McGraw, Jr.

	 	 
	 	12/16/09
	Kenton Sieckman

	 	 
	 	12/16/09
	George Sawicki

	 	 
	 	12/16/09
	Carolyn Romero

	 	 
	 	12/16/09
	
 
	 	 
	 	








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